Eastern States Oil & Gas Inc Sample Contracts

Eastern States Oil & Gas Inc – UNDERWRITING AGREEMENT (October 15th, 1999)

1 EXHIBIT 1.1 Draft APPALACHIAN NATURAL GAS TRUST 7,875,000 TRUST UNITS ------------------ UNDERWRITING AGREEMENT , 1999 ------ LEHMAN BROTHERS INC. SALOMON SMITH BARNEY INC. PAINEWEBBER INCORPORATED CIBC WORLD MARKETS CORP. CREDIT SUISSE FIRST BOSTON CORPORATION DAIN RAUSCHER WESSELS A DIVISION OF DAIN RAUSCHER INCORPORATED DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION A.G. EDWARDS & SONS, INC. MCDONALD INVESTMENTS INC. As Representatives of the several Underwriters named in Schedule 1 hereto, c/o LEHMAN BROTHERS INC. Three World Financial Center New York, New York 102

Eastern States Oil & Gas Inc – RESTATED TRUST AGREEMENT (October 15th, 1999)

1 EXHIBIT 4.2 RESTATED TRUST AGREEMENT OF APPALACHIAN NATURAL GAS TRUST THIS RESTATED TRUST AGREEMENT (this "Restated Trust Agreement") of APPALACHIAN NATURAL GAS TRUST is made as of October 4, 1999, by and among Eastern States Oil & Gas, Inc., a Delaware corporation, as sponsor (the "Sponsor"), and Bank One Delaware, Inc., a Delaware corporation, as trustee, and Kerry W. Eckstein, as trustee (jointly, the "Trustees"). Recitals 1. The Sponsor and the Trustees entered into the Trust Agreement of Appalachian Basin Royalty Trust as of August 18, 1999 (the "Trust Agreement"); 2. The Trustees filed the Certificate of Trust with the Delaware Secretary of State on August 19, 1999; and 3

Eastern States Oil & Gas Inc – NATURAL GAS SALES AGREEMENT (October 15th, 1999)

1 EXHIBIT 10.8 NATURAL GAS SALES AGREEMENT This Natural Gas Sales Agreement ("Agreement") is made and entered into as of the 23rd day of October, 1996, by and between EASTERN ENERGY MARKETING, INC., a Virginia corporation located at 2900 Eisenhower Avenue, Suite 300, Alexandria, VA 22314 ("EEM" or "Buyer"), and EASTERN STATES OIL & GAS, INC., a Virginia corporation located at 2900 Eisenhower Avenue, Suite 300, Alexandria VA 22314, ("ESOG" or "Seller") (hereinafter sometimes referred to singularly as "Party" and jointly as "Parties"). WITNESSETH: WHEREAS, ESOG owns and operates certain oil and gas interests, including oil and gas leases and oil and gas wells, all of which properties are located in the states of Ohio, West Virginia and Commonwealth of Kentucky (the "Properties"); WHEREAS, EEM contracts for the purchase of na

Eastern States Oil & Gas Inc – TRUST AGREEMENT (October 15th, 1999)

1 EXHIBIT 4.3 ================================================================================ FORM OF AMENDED AND RESTATED TRUST AGREEMENT OF APPALACHIAN NATURAL GAS TRUST ------------------ DATED AS OF SEPTEMBER 1, 1999 ================================================================================ 2 TABLE OF CONTENTS ARTICLE I DEFINITIONS SECTION 1.01 Definitions.............................................

Eastern States Oil & Gas Inc – CERTIFICATE OF AMENDMENT (October 15th, 1999)

1 EXHIBIT 4.1.2 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF TRUST OF APPALACHIAN BASIN ROYALTY TRUST This Certificate of Amendment to that certain Certificate of Trust of Appalachian Basin Royalty Trust dated as of August 19, 1999, is filed by the undersigned trustees pursuant to Section 3810(b) of the Delaware Business Trust Act. 1. Name. The name of the business trust is Appalachian Basin Royalty Trust. 2. Amendment. The Certificate of Trust is hereby amended to change the name of the business trust to: APPALACHIAN NATURAL GAS TRUST IN WITNESS WHEREOF, the undersigned trustee has executed this Certificate of Amendment as of October 4, 1999. Bank One Delaware, Inc., a

Eastern States Oil & Gas Inc – GAS PURCHASE AGREEMENT (October 15th, 1999)

1 EXHIBIT 10.7 GAS PURCHASE AGREEMENT THIS AGREEMENT entered into this first day of August 1998, ("Effective Date") by and between STATOIL ENERGY, INC. a Virginia corporation ("Seller"), and CNG Producing Company, a Delaware corporation ("Buyer"). WHEREAS, Seller has available a supply of natural gas at certain points of connection on the pipeline system identified in Exhibit A, which are for sale; and WHEREAS, Buyer is seeking to purchase gas supplies; and NOW THEREFORE, in consideration of the premises and mutual covenants herein contained, Seller and Buyer hereby mutually agree as follows: ARTICLE I DEFINITIONS 1.1 The term "Agreement" shall mean this Gas Purchase Agreement and the Confirmation(s) attached hereto as executed from time to time and made a part her

Eastern States Oil & Gas Inc – GAS PURCHASE AGREEMENT (October 15th, 1999)

1 EXHIBIT 10.6 GAS PURCHASE AGREEMENT THIS AGREEMENT, entered into this first day of November, 1997, ("Effective Date") by and between EASTERN STATES OIL & GAS, INC., a Virginia corporation ("Seller"), and CNG ENERGY SERVICES CORPORATION, a Delaware corporation ("Buyer"). WHEREAS, Seller has available a supply of natural gas at certain points of connection on the pipeline system identified in Exhibit B, which are for sale; and WHEREAS, Buyer is seeking to purchase gas supplies; and NOW THEREFORE, in consideration of the premises and mutual covenants herein contained, Seller and Buyer hereby mutually agree as follows: ARTICLE I DEFINITIONS 1.1 The term "Agreement" shall mean this Firm Gas Purchase Agreement and the Confirmation(s) attached hereto as executed from tim

Eastern States Oil & Gas Inc – TRUST AGREEMENT (August 26th, 1999)

1 EXHIBIT 4.2 TRUST AGREEMENT OF APPALACHIAN BASIN ROYALTY TRUST THIS TRUST AGREEMENT OF APPALACHIAN BASIN ROYALTY TRUST is made as of August 18, 1999 (this "Trust Agreement"), by and among Eastern States Oil & Gas, Inc., a Virginia corporation, as sponsor (the "Sponsor"), and Bank One Delaware, Inc., a Delaware corporation, as trustee, and Kerry W. Eckstein, as trustee (jointly, the "Trustees"). The Sponsor and the Trustees hereby agree as follows: 1. The trust created hereby shall be known as "Appalachian Basin Royalty Trust" (the "Trust"), in which name the Trustees or the Sponsor, to the extent provided herein, may conduct the business of the Trust, make and execute contracts, and sue and be sued. 2. The Sponsor hereby assigns, transfer, conveys and sets over to the T

Eastern States Oil & Gas Inc – PROMISSORY NOTE (August 26th, 1999)

1 EXHIBIT 10.4 PROMISSORY NOTE $505,488,085 Alexandria, Virginia August 10, 1999 FOR VALUE RECEIVED, in the manner and in the amounts hereinafter provided for, the undersigned, Eastern States Oil & Gas, Inc. a Virginia corporation ("Borrower") promises to pay to the order of Statoil Energy Holdings, Inc., a Delaware corporation, its heirs and assigns ("Noteholder"), the principal sum of Five Hundred Five Million Four Hundred Eighty Eight Thousand Eighty Five Dollars ($505,488,085) or the actual principal amount due from the undersigned (the "Principal Indebtedness"), at the time of payment provided for hereinafter, and to pay interest on the unpaid Principal Indebtedness at the times and at the rate per annum established i

Eastern States Oil & Gas Inc – AMENDED AND RESTATED INCENTIVE COMPENSATION PLAN (August 26th, 1999)

1 EXHIBIT 10.2 AMENDED AND RESTATED INCENTIVE COMPENSATION PLAN OF STATOIL ENERGY, INC. SECTION 1. PURPOSE. The purpose of the Amended and Restated Incentive Compensation Plan of Statoil Energy, Inc. (the "Plan") is to increase stockholder values and to advance the interests of Statoil Energy, Inc. (the "Company") by providing certain key employees of the Company and its subsidiaries with additional incentives to promote the success of the Company; to provide such employees with an equity interest in the Company; and to encourage such employees to remain with the Company or a subsidiary of the Company. SECTION 2. DEFINITIONS. The following words and phrases shall have the meanings set forth below whenever they are used in this Plan: (a) "BOARD OF DIRECTORS" shall mean the Board of Directors of the Company.

Eastern States Oil & Gas Inc – EMPLOYEE SHAREHOLDERS AGREEMENT (August 26th, 1999)

1 EXHIBIT 10.3.1 EMPLOYEE SHAREHOLDERS AGREEMENT THIS EMPLOYEE SHAREHOLDERS AGREEMENT is made as of this 31st day of May, 1995 by and among Statoil Energy, Inc., a Virginia corporation (the "Corporation"), and the persons who have executed this agreement who are owners of Common Stock of the Corporation ("Shareholders") and/or holders of options to purchase Common Stock ("Option Holders"). EXPLANATORY STATEMENT The parties believe that it is desirable and in their best interests to provide a means for Holders to achieve liquidity for shares of the Corporation's Common Stock owned or to be acquired by employees of the Corporation and to restrict the ownership of the Common Stock, in each case until such time as the Corporation completes an initial public offering of its Common Stock. NOW, THEREFORE, in consideration of the matters set

Eastern States Oil & Gas Inc – EMPLOYEE SHAREHOLDERS AGREEMENT (August 26th, 1999)

1 EXHIBIT 10.3.2 FIRST AMENDMENT TO EMPLOYEE SHAREHOLDERS AGREEMENT THIS FIRST AMENDMENT TO EMPLOYEE SHAREHOLDERS AGREEMENT (this "Amendment"), is made this 6th day of June, 1997, by and among Statoil Energy, Inc., a Virginia corporation (the "Corporation"), and the individuals listed on the signature page hereof who are owners of Common Stock of the Corporation ("Shareholders") and/or holders of options to purchase Common Stock of the Corporation ("Option Holders"). EXPLANATORY STATEMENT The Corporation, the Shareholders and the Option Holders are parties to an Employee Shareholders Agreement dated as of May 31, 1995 (the "Original Agreement"). The Original Agreement provides for the mandatory sale by a Shareholder to the Corporation of all shares of Common Stock owned by such Shareholder when

Eastern States Oil & Gas Inc – EMPLOYMENT AGREEMENT (August 26th, 1999)

1 EXHIBIT 10.5.2 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement"), by and between Statoil Energy, Inc., a Virginia corporation (the "Company"), and Stevens V. Gillespie ("Employee"), is hereby entered into as of February 18, 1999 and is effective as of February 1, 1999. This Agreement hereby supersedes any other employment agreements or understandings; written or oral, between the Company and Employee. RECITALS WHEREAS Employee is employed hereunder by the Company in a confidential relationship wherein Employee, in the course of his employment with the Company, has and will continue to become familiar with and aware of information as to the Company's customers, specific manner of doing business, including the processes, techniques and trade secrets utilized by the Company, and future plans with respect thereto,

Eastern States Oil & Gas Inc – EMPLOYMENT AGREEMENT (August 26th, 1999)

1 EXHIBIT 10.5.1 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement"), by and between Statoil Energy, Inc., a Virginia corporation (the "Company"), and Clifton A. Brown ("Employee"), is hereby entered into as of March 29, 1999 and is effective as of February 1, 1999. This Agreement hereby supersedes any other employment agreements or understandings; written or oral, between the Company and Employee. RECITALS WHEREAS Employee is employed hereunder by the Company in a confidential relationship wherein Employee, in the course of his employment with the Company, has and will continue to become familiar with and aware of information as to the Company's customers, specific manner of doing business, including the processes, techniques and trade secrets utilized by the Company, and future plans with respec

Eastern States Oil & Gas Inc – EMPLOYEE SHAREHOLDERS AGREEMENT (August 26th, 1999)

1 EXHIBIT 10.3.3 SECOND AMENDMENT TO EMPLOYEE SHAREHOLDERS AGREEMENT THIS SECOND AMENDMENT TO EMPLOYEE SHAREHOLDERS AGREEMENT (this "Amendment") is made and entered into as of this 19th day of May, 1998, by and among The Eastern Group, Inc., a Virginia corporation (the "Corporation"), and the individuals listed on the signature page hereof who are owners of Common Stock of the Corporation ("Shareholders") and/or holders of options to purchase Common Stock of the Corporation ("Option Holders"). EXPLANATORY STATEMENT The Corporation, the Shareholders and the Option Holders are parties to an Employee Shareholders Agreement dated as of May 31, 1995, as amended by a First Amendment To Employee Shareholders Agreement dated as June 6, 1997 (collectively, the "Original Agreement"). The parties hereto desire to amend the

Eastern States Oil & Gas Inc – CERTIFICATE OF INCORPORATION (August 26th, 1999)

1 EXHIBIT 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EASTERN STATES OIL & GAS, INC. EASTERN STATES OIL & GAS, INC. (the "Corporation"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware ("DGCL"), hereby certifies as follows pursuant to Sections 242 and 245 of the DGCL: FIRST: The name of the Corporation is "Eastern States Oil & Gas, Inc." SECOND: The Corporation was originally incorporated under the name of "Pamco, Inc." THIRD: The original Certificate of Incorporation of the Corporation was filed in the Office of the Secretary of State of the State 1f Delaware (the "Secretary of State") on Nov